N-PX 1 pr24632.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-04704 --------- Primary Trend Fund, Inc. ------------------------ (Exact name of registrant as specified in charter) 700 North Water Street, Milwaukee, WI 53202 ------------------------------------------- (Address of principal executive offices) (Zip code) Arnold Investment Counsel, Inc., 700 North Water Street, Milwaukee, WI 53202 ---------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (414) 271-2726 -------------- Date of fiscal year end: June 30 ------- Date of reporting period: July 1, 2005 - June 30, 2006 ITEM 1. PROXY VOTING RECORD PROXY VOTING RECORD Name of Fund: The Primary Trend Fund Period: July 1, 2005 - June 30, 2006
Company Name Meeting Date Shares Voted CUSIP Ticker ---------------------------------------------------------------------------------------------------------------------------- GENERAL MILLS, INC. 9/26/05 10,000 370334104 GIS Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Ratify the appointment of KPMG LLP as General Mills' independent registered public accounting firm Issuer For For 3. Adopt the 2005 stock compensation plan Issuer Against Against 4. Stockholder proposal regarding sale of General Mills Shareholder DARDEN RESTAURANTS, INC. 9/21/05 15,000 237194105 DRI Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 14 Nominees Issuer For For 2. Ratification of appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 28, 2006 Issuer THE MARCUS CORPORATION 10/6/05 16,000 566330106 MCS Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 10 Nominees Issuer ARCHER-DANIELS-MIDLAND CO. 11/3/05 31,728 039483102 ADM Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 9 Nominees Issuer Against Against 2. Adopt stockholder's Proposal No. 1 (Report on impacts of genetically engineered food) Shareholder MICROSOFT CORP. 11/9/05 10,000 594918104 MSFT Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 10 Nominees Issuer For For 2. Ratification of the selection of Deloitte & Touche LLP as the company's independent auditor Issuer CAMPBELL SOUP CO. 11/18/05 5,000 134429109 CPB Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 17 Nominees Issuer For For 2. Ratification of appointment of the Indepependent Registered Public Accounting Firm Issuer For For 3. Approval of the 2005 Long-Term Incentive Plan Issuer GANNETT CO., INC. 4/18/06 6,000 364730101 GCI Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer For For 2. Proposal to ratify Ernst & Young LLP as the Company's independent registered public accounting firm for the 2006 fiscal year Issuer For For 3. Proposal to re-approve the material terms of the performance measures in the Company's 2001 omnibus incentive compensation plan Issuer Against Against 4. Proposal concerning annual election of directors Shareholder Against Against 5. Proposal concerning independent board chairman Shareholder WAUSAU PAPER CORP. 4/20/06 12,000 943315101 WPP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 2 Nominees Issuer GENERAL ELECTRIC CO. 4/26/06 23,000 369604103 GE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For A. DIRECTORS/All 15 Nominees Issuer For For B. Ratification of selection of independent auditor Issuer Against Against 1. Cumulative voting Shareholder Against Against 2. Curb over-extended directors Shareholder Against Against 3. One director from the ranks of retirees Shareholder Against Against 4. Independent board chairman Shareholder Against Against 5. Director election majority vote standard Shareholder Against Against 6. Report on global warming science Shareholder AT&T, INC. 4/28/06 15,000 00206R102 T Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 17 Nominees Issuer For For 2. Approve appointment of independent auditors Issuer For For 3. Approve 2006 incentive plan Issuer For For 4. Approve amendment to restated certificate of incorporation Issuer Against Against 5. Stockholder Proposal A - Political contributions report Shareholder Against Against 6. Stockholder Proposal B - Independent board chairman Shareholder Against Against 7. Stockholder Proposal C - SBC Executive compensation Shareholder Against Against 8. Stockholder Proposal D - SBC Director compensation Shareholder Against Against 9. Stockholder Proposal E - Amend company by-laws to require Board of Directors seek shareowner ratification of any Severance Agreement with any Officer that provides Severance Benefits with a total present value exceeding 2.99 times the sum of the Officer's base salary plus target bonus Shareholder Against Against 10.Stockholder Proposal F - Adopt simple majority vote Shareholder UNITED TECHNOLOGIES CORP. 4/12/06 11,160 913017109 UTX Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Appointment of independent auditors Issuer For For 3. Approval of amendment to UTC's restated ccate of incorporation Issuer Against Against 4. Proposal: Director term limits Shareholder Against Against 5. Proposal: Foreign military sales Shareholder ELI LILLY AND COMPANY 4/24/06 7,000 532457108 LLY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer For For 2. Ratification of the appointment by the Audit Committee of the board of directors of Ernst & Young LLP as principal independent auditors for 2006 Issuer Against Against 3. Proposal on extending the Company's animal care and use policy to contract labs Shareholder Against Against 4. Proposal on separating the roles of Chairman and Chief Executive Officer Shareholder Against Against 5. Proposal on annual election of each director Shareholder Against Against 6. Proposal on election of directors by majority vote Shareholder BP, P.L.C. 4/20/06 6,998 055622104 BP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 16 Nominees Issuer For For 2. To receive the directors' annual report and the accounts Issuer For For 3. To approve the directors' remuneration report Issuer For For 4. To re-appoint Ernst & Young LLP as auditors authorize the board to set their remuneration Issuer For For 5. Special resolution: To give limited authority for the purchase of its own shares by the company Issuer For For 6. To give authority to allot shares up to a specified amount Issuer For For 7. Speical resolution: To give authority to allot a limited number of shares for cash without making an offer to shareholders Issuer ANHEUSER-BUSCH COMPANIES, INC. 4/26/06 15,000 035229103 BUD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 5 Nominees Issuer For For 2. Amendment of the restated certificate of incorporation Issuer For For 3. Approval of 2006 restricted stock plan for non-employee directors Issuer For For 4. Approval of independent registered public accounting firm Issuer E.I. DU PONT DE NEMOURS 4/26/06 14,000 263534109 DD AND COMPANY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. On ratification of independent registered public accounting firm Issuer Against Against 3. On executive compensation Shareholder Against Against 4. On genetically modified food Shareholder Against Against 5. On performance-based compensation Shareholder Against Against 6. On reporting PFOA compounds used in du Pont products and phase-out of such products Shareholder Against Against 7. On chemical facility security Shareholder JOHNSON & JOHNSON 4/27/06 7,000 478160104 JNJ Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Approval of amendments to the restated certificate of incorporation Issuer For For 3. Ratification of appointment of PriceWaterhouseCoopers as independent registered public accounting firm Issuer Against Against 4. Proposal on charitable contributions Shareholder Against Against 5. Proposal on majority voting requirements for director nominees Shareholder PFIZER, INC. 4/27/06 15,000 717081103 PFE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Ratify the appointment of KPMG LLP as independent registered public accounting firm for 2006 Issuer For For 3. Management proposal to amend company's restated certificate of incorporation to eliminate supermajority vote requirements and fair price provision Issuer Against Against 4. Proposal relating to term limits for directors Shareholder Against Against 5. Proposal requesting reporting on pharmaceutical price restraint Shareholder Against Against 6. Proposal relating to cumulative voting Shareholder Against Against 7. Proposal requesting separation of roles of Chairman and CEO Shareholder Against Against 8. Proposal requesting a report on political contributions Shareholder Against Against 9. Proposal requesting a report on the feasibility of amending Pfizer's corporate policy on laboratory animal care and use Shareholder Against Against 10.Proposal requesting justification for financial contributions which advance animal-based testing methodologies Shareholder BRISTOL-MYERS SQUIBB CO. 5/2/06 25,000 110122108 BMY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 9 Nominees Issuer For For 2. Ratification of independent registered public acccounting firm Issuer Against Against 3. Executive compensation disclosure Shareholder Against Against 4. Cumultive voting Shareholder Against Against 5. Recoup unearned managemnt bonuses Shareholder Against Against 6. Animal treatment Shareholder Against Against 7. Term limits of board members Shareholder OCCIDENTAL PETROLEUM CORPORATION5/5/06 6,000 674599105 OXY Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 12 Nominees Issuer For For 2. Ratification of the selection of KPMG as independent auditors Issuer For For 3. Approval of increase in Authorized Capital Stock Issuer Against Against 4. Limit on executive compensation Shareholder Against Against 5. Scientific report on global warming/cooling Shareholder Against Against 6. Election of directors by majority vote Shareholder SCHERING-PLOUGH CORP. 5/19/06 30,000 806605101 SGP Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 5 Nominees Issuer For For 2. Ratify the designation of Deloitte & Touche LLP to audit the books and accounts for 2006 Issuer For For 3. Approve amendments to governing instruments to provide for the annual election of directors Issuer For For 4. Approve the directors compensation plan Issuer For For 5. Approve the 2006 stock incentive plan Issuer Against Against 6. Proposal on majority vote standard for the election of directors in certificate of incorporation Shareholder Against Against 7. Proposal on majority vote on the greatest number of governance issues practicable Shareholder CHUBB CORPORATION 4/25/06 6,000 171232101 CB Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Vote on the adoption of the Chubb Corp. annual incentive compensation plan (2006) Issuer For For 3. Rafity the appointment of Ernst & Young LLP as independent auditor Issuer Against Against 4. Vote on proposal regarding the manner in which directors are elected Shareholder Against Against 5. Vote on proposal regarding political contributions Shareholder ABBOTT LABORATORIES 4/28/06 12,000 002824100 ABT Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 13 Nominees Issuer For For 2. Ratification of Deloitte & Touche LLP as auditors Issuer Against Against 3. Proposal - Pay-for-superior-performance Shareholder Against Against 4. Proposal - Political contributions Shareholder Against Against 5. Proposal - The roles of Chair & CEO Shareholder TRIBUNE COMPANY 5/2/06 19,000 896047107 TRB Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 4 Nominees Issuer For For 2. Ratification of independent accountants Issuer Against Against 3. Proposal concerning Tribune's classified board of directors Shareholder WASTE MANAGEMENT, INC. 5/5/06 15,000 94106L109 WMI Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 8 Nominees Issuer For For 2. Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2006 Issuer For For 3. Amend the Company's 1997 employee stock purchase plan to increase the number of shares authorized for issuance under the plan Issuer Against Against 4. Proposal relating to election of directors by majority vote, if properly presented at the meeting Shareholder THE ALLSTATE CORPORATION 5/16/06 9,000 020002101 ALL Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 11 Nominees Issuer For For 2. Appointment of Deloitte & Touche LLP as independent auditors for 2006 Issuer For For 3. Approval of the amended and restated 2001 equity incentive plan Issuer For For 4. Approval of the 2006 equity compensation plan or non-employee directors Issuer Against Against 5. Provide for director election majority vote standard Shareholder Against Against 6. Provide for simple majority vote PARTNERRE LTD. 5/12/05 8,000 G6852T105 PRE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer For For 2. Re-appoint Deloitte & Touche, the independent registered public accounting firm, as the Company's independent auditors for the ensuing period ending with the 2007 annual general meeting and to refer the determination of auditors' remuneration to the board of directors Issuer For For 3. Consider and take action with respect to such other matters as may properly come before the annual general meeting or any adjournment or adjournments thereof Issuer AQUA AMERICA, INC. 5/17/06 13,333 03836W103 WTR Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 3 Nominees Issuer FAMOUS DAVE'S OF AMERICA, INC. 5/10/06 10,000 307068106 DAVE Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 6 Nominees Issuer MCDONALD'S CORPORATION 5/25/06 11,000 580135101 MCD Vote Cast Management Vote Proposal Proposed by Issuer or Security Holder --------- --------------- --------- ------------------------------------- For For 1. DIRECTORS/All 6 Nominees Issuer For For 2. Approval of the independent registered public accounting firm Issuer Against Against 3. Shareholder proposal relating to shareholder approval of future severance agreements Shareholder Against Against 4. Shareholder proposal relating to labeling of genetically engineered products Shareholder
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Primary Trend Fund, Inc. ------------------------- By /s/:Lilli Gust, President and Treasurer ------------------------------------------- Date July 31, 2006 --------------